Exhibit 1
BCAP LLC
$1,200,797,000
(Approximate)
BCAP LLC Trust 2006-AA2
Mortgage Pass-Through Certificates, Series 2006-AA2
UNDERWRITING AGREEMENT
November 30, 2006
Barclays Capital Inc.
200 Park Avenue
New York, New York 10166
Ladies and Gentlemen:
BCAP LLC, a Delaware limited liability company (the "Company"),
proposes to sell to you, Barclays Capital Inc. (the "Underwriter"),
BCAP LLC
Trust 2006-AA2 Mortgage Pass-Through Certificates, Series 2006-AA2
in the
original principal amount and with the designation described on
Schedule A
attached hereto (the "Offered Certificates"). The Offered
Certificates will be
issued pursuant to a Master Servicing and Trust Agreement, dated as
of November
1, 2006 (the "Trust Agreement"), among the Company, as depositor,
Wells Fargo
Bank, National Association, as master servicer, custodian and
securities
administrator (the "Master Servicer") and HSBC Bank USA, National
Association,
as trustee (the "Trustee"). In addition to the Offered
Certificates, the Company
will authorize for issuance the Mortgage Pass-Through Certificates,
Series
2006-AA2, Class R and Class CE pursuant to the Trust Agreement
(together with
the Offered Certificates, the "Certificates"). The Certificates
will represent
in the aggregate the entire beneficial ownership interest in a
trust fund (the
"Trust Fund") primarily consisting of a pool of adjustable-rate
alternative-A
loans (the "Mortgage Loans") secured primarily by first-lien
mortgages or deeds
of trust on residential properties.
The Company has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement on Form S-3 (No.
333-133181) for the
registration of the Certificates under the Securities Act of 1933
(the "1933
Act"), which registration statement has become effective and copies
of which, as
amended to the date hereof, have been delivered to the Underwriter.
The Company
proposes to file with the Commission pursuant to Rule 424(b)(2)
under the rules
and regulations of the Commission under the Act (the "1933 Act
Regulations") a
prospectus supplement, dated November 29, 2006 (the "Prospectus
Supplement"), to
the prospectus, dated November 28, 2006, included in such
registration
statement, relating to the Offered Certificates and the method of
distribution
thereof. Such registration statement on Form S-3, including
exhibits thereto and
information that is contained in the Prospectus (as defined below)
and is deemed
to be part of and included in such registration statement, as such
registration
statement may have been amended or supplemented as of the date of
the
Prospectus, is hereinafter referred to as the "Registration
Statement"; the
prospectus first required to be filed to satisfy the condition set
forth in Rule
172(c) and pursuant to Rule 424(b) under the 1933 Act is
hereinafter referred to
as the "Base Prospectus"; the form of supplement to the Base
Prospectus relating
to the Offered Certificates, in the form first required to be filed
to satisfy
the condition set forth in Rule 172(c) and pursuant to Rule 424(b)
under the
1933 Act (including the Base Prospectus as so supplemented) is
hereinafter
referred to as the "Prospectus Supplement"; and the Base Prospectus
and the
Prospectus Supplement, together, are hereinafter referred to as
the
"Prospectus". Capitalized terms not otherwise defined in this
Agreement are used
herein as defined in the Trust Agreement.
At or prior to the time when sales investors of the Offered
Certificates were first made (the "Time of Sale"), the Company had
prepared the
following information (collectively, the "Time of Sale
Information"): the BCAP
LLC Trust 2006-AA2 Free Writing Prospectus dated November 21, 2006
and any other
"free-writing prospectus" (as defined pursuant to Rule 405 under
the Act (as
defined herein)) (a "Free Writing Prospectus") listed on Schedule B
hereto. If,
subsequent to the date of this Agreement, the Company and the
Underwriter
determine that such information included an untrue statement of
material fact or
omitted to state a material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they were
made, not
misleading and terminate their old purchase contracts and entered
into new
purchase contracts with investors of the Offered Certificates, then
"Time of
Sale Information" will refer to the information available to
purchasers at the
time of entry into the first such new purchase contract, including
any
information that corrects such material misstatements or omissions
("Corrective
Information") and "Time of Sale" will refer to the time and date on
which such
new purchase contracts were entered into.
Section 1. Representations and Warranties.
(a) The Company represents and warrants to the Underwriter as
follows:
(i) The Registration Statement, as amended as of its effective
date
or deemed
effective date pursuant to Rule 430B under the 1933 Act thereof
(the
"Effective Date") and the Prospectus, as of the date thereof,
complied
in all material respects with the requirements of the 1933 Act
and the
1933 Act Regulations. The Registration Statement, as of the
Effective
Date, did not contain any untrue statement of a material fact
or
omit to
state any material fact required to be stated therein or
necessary
to make
the statements therein not misleading. The Prospectus, as of
the
date
thereof, did not, and as of the Closing Date (as defined herein)
will
not,
contain any untrue statement of a material fact or omit to state
a
material
fact necessary in order to make the statements therein, in the
light of
the circumstances under which they were made, not misleading;
provided,
however, that the representations and warranties in this
subsection
shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and
in
conformity
with information furnished to the Company in writing by the
Underwriter expressly for use in the Registration Statement or
Prospectus.
The
Company and the Underwriter hereby acknowledge that only the
statements
set forth in the last paragraph of the cover of the Prospectus
Supplement and under
the caption "Underwriting" in the Prospectus
Supplement
(other than the third and fourth full paragraphs under such
caption)
constitute statements made in reliance upon and in conformity
with
information furnished to the Company in writing by the
Underwriter
expressly
for use in the Registration Statement, Prospectus or the Time
of
Sale
Information (such statements being collectively referred to as
"Underwriter Statements").
(ii) Since the respective dates as of which information is given
in
the
Registration Statement, Prospectus and Time of Sale
Information,
except as
otherwise stated therein, (A) there has been no material
adverse
change in
the condition, financial or otherwise, or in the earnings,
business
affairs or business prospects of the Company, whether or not
arising in
the ordinary course of business, and (B) there have been no
transactions entered into by the Company, other than those in the
ordinary
course of
business, which are material with respect to the Company, in
either
case which would materially and adversely affect the Company's
ability to
perform its obligations under this Agreement or the Trust
Agreement.
(iii) The Time of Sale Information at the Time of Sale did not,
and
at the
Closing Date will not, contain any untrue statement of a
material
fact or
omit to state a material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they
were made,
not misleading; provided that the Company makes no
representation or warranty with respect to any statements or
omissions
made in
reliance upon and in conformity with the Underwriter
Statements.
(iv) Other than the Prospectus, the Company (including its
agents
and
representatives other than the Underwriter in its capacity as
such)
has not
made, used, prepared, authorized, approved or referred to, and
will not
make, use, prepare, authorize, approve or refer to, any
"written
communication" (as defined in Rule 405 under the 1933 Act) that
constitutes an offer to sell or solicitation of an offer to buy
the
Offered
Certificates other than (i) any document not constituting a
prospectus
pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134
under the
1933 Act, (ii) the Time of Sale Information, and (iii) each
other
written communication of the Company or its agents and
representatives approved in writing in advance by the Underwriter
or in
any other
manner mutually agreed by the Underwriter and the Depositor
(each such
communication referred to in clause (ii) and this clause (iii)
constituting an "issuer free writing prospectus", as defined in
Rule
433(h)
under the 1933 Act, being referred to herein as an "Issuer Free
Writing
Prospectus"). Each such Issuer Free Writing Prospectus complied
or, if
used after the date hereof will comply in all material respects
with the
1933 Act, has been filed or will be filed in accordance with
Section 7
(to the extent required thereby) and did not at the Time of
Sale, and
at the Closing Date will not, contain any untrue statement of a
material
fact or (when read in conjunction with the other Time of Sale
Information) omit to state a material fact necessary in order to
make the
statements
therein, in the light of the circumstances under which they
were made,
not misleading; provided that the Company makes no
representation and warranty with respect to any statements or
omissions
made in
reliance upon and in conformity with any Underwriter
Statements.
(v) The Company has been duly organized and is validly existing as
a
limited
liability company in good standing under the laws of the State
of
Delaware
with power and authority to own, lease and operate its
properties
and to
conduct its business, as now conducted by it, and to enter into
and
perform
its obligations under this Agreement and the Trust Agreement;
and
the
Company is duly qualified as a foreign corporation to transact
business
and is in good standing in each jurisdiction in which the
failure
to be so
qualified would have a material and adverse effect on the
Company's
ability to perform its obligations under this Agreement and the
Trust
Agreement.
(vi) The Company is not in violation of its certificate of
formation
or in
default in the performance or observance of any material
obligation,
agreement,
covenant or condition contained in any material contract,
indenture,
mortgage, loan agreement, note, lease or other instrument to
which the
Company is a party, or to which any of the property or assets
of
the
Company may be subject, or by which it or any of them may be
bound;
and the
issuance and sale of the Offered Certificates to the
Underwriter,
the
execution, delivery and performance of this Agreement and the
Trust
Agreement
and the consummation of the transactions contemplated therein
and
compliance by the Company with its obligations thereunder have
been
duly
authorized by all necessary corporate action and will not
conflict
with,
constitute a breach of or default under, or result in the
creation
or
imposition of, any lien, charge or encumbrance upon any property
or
assets of
the Company pursuant to any material contract, indenture,
mortgage, loan
agreement, note, lease or other instrument to which the
Company is
a party or by which it or any of them may be bound, or to which
any of the
property or assets of the Company is subject, nor will such
action
result in any violation of the provisions of the certificate of
formation
of limited liability company agreement of the Company or any
applicable
law, administrative regulation or administrative or court
decree.
(vii) There is no action, suit or proceeding before or by any
court
or
governmental agency or body, domestic or foreign, now pending, or,
to
the
knowledge of the Company, threatened, against or affecting the
Company,
which is required to be disclosed in the Registration Statement
(other
than as disclosed therein), or which might materially and
adversely
affect the
Company's ability to perform its obligations under this
Agreement
and the Trust Agreement; all pending legal or governmental
proceedings to which the Company is a party or of which its
property or
assets are
the subject which are not described in the Registration
Statement,
including ordinary routine litigation incidental to its
business,
are, considered in the aggregate, not material.
(viii) No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with
the
offering,
issuance or sale of the Offered Certificates hereunder, except
such as have
been, or as of the Closing Date will have been, obtained or
such as
may otherwise be required under applicable state securities
laws
in
connection with the purchase and offer and sale of the Offered
Certificates by the Underwriter and any recordation of the
respective
assignments of the Mortgages to the Trustee pursuant to the
Trust
Agreement
that have not yet been completed.
(ix) The Company possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal or
foreign
regulatory
agencies or bodies necessary to perform its obligations under
this
Agreement or the Trust Agreement, and the Company has not
received
any notice
of proceedings relating to the revocation or modification of
any such
license, certificate, authority or permit which, singly or in
the
aggregate,
if the subject of an unfavorable decision, ruling or finding,
would
materially and adversely affect the ability of the Company to
perform
its obligations under this Agreement or the Trust Agreement.
(x) Each of this Agreement and the Trust Agreement has been
duly
authorized, executed and delivered by the Company and constitutes a
legal,
valid and
binding agreement enforceable against the Company in accordance
with its
terms, except as enforceability may be limited by (A)
bankruptcy,
insolvency, reorganization, receivership, moratorium or other
similar laws
affecting
the enforcement of the rights of creditors generally, (B)
general
principles of equity, whether enforcement is sought in a
proceeding
in equity or at law, and (C) public policy considerations
underlying
the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of
this
Agreement
or the Trust Agreement that purport to provide indemnification
from
securities law liabilities.
(xi) At the time of the execution and delivery of the Trust
Agreement,
the Company (i) will have good and marketable title to the
Mortgage
Loans being transferred by it to the Trust Fund pursuant
thereto,
free and
clear of any lien, mortgage, pledge, charge, encumbrance,
adverse
claim or
other security interest (collectively "Liens"), to the extent
good and
marketable title to the Mortgage Loans is transferred to the
Company,
free and clear of all Liens, by the Purchaser, and (ii) will
have
the power and
authority to transfer such Mortgage Loans to the Trust Fund,
and upon
the Closing Date, the Trust Fund will have acquired ownership
of
all of the
Company's right, title and interest in and to the related
Mortgage
Loans.
(xii) At the Closing Date, the Offered Certificates will be
rated
not lower
than the ratings set forth in the Prospectus Supplement under
the
heading "Ratings".
(xiii) Any taxes, fees and other governmental charges in
connection
with the
execution, delivery and issuance of the Trust Agreement to
which
it is a
party and the Offered Certificates have been paid or will be
paid
at or
prior to the Closing Date.
(xiv) The Company was informed, prior to any public announcement
of
the issue
of the Offered Certificates, of the existence of the Financial
Servicers
Authority's informational guidance referred to in MAR 2.3.2R(4)
of the
price stabilizing rules made under Section 144(1) of the United
Kingdom's
Financial Services and Markets Act 2000 (the "FSMA") and it has
not issued
and will not issue, without the prior consent of the
Underwriter, any communication to which MAR 2.3.2R(1) of those
rules
applies
unless that communication adequately discloses that stabilizing
action may
take place in relation to the issue of the Offered Certificates
and
complies with MAR 2.3.3E of those rules.
(xv) The Company is not, and on the date on which the first
bona
fide offer
of the Offered Certificates is made (within the meaning of Rule
164(h)(2)
under the 1933 Act) will not be, an "ineligible issuer", as
defined in
Rule 405 under the 1933 Act.
(b) Any certificate signed by any officer of the Company and
delivered to the Underwriter or the Underwriter's counsel shall be
deemed a
representation and warranty by the Company to the Underwriter as to
the matters
covered thereby.
Section 2. Purchase and Sale.
Subject to the terms and conditions herein set forth and in
reliance
upon the representations and warranties herein contained, the
Company agrees to
sell to the Underwriter, and the Underwriter agrees to purchase
from the
Company, at a purchase price set forth on Schedule A hereto, the
principal
amount of the Offered Certificates set forth on Schedule A
hereto.
Section 3. Delivery and Payment.
Payment of the purchase price for, and delivery of, the Offered
Certificates to be purchased by the Underwriter shall be made at
the office of
Barclays Capital Inc. ("Barclays"), 200 Park Avenue, New York, New
York 10166,
or at such other place as shall be agreed upon by the Underwriter
and the
Company, at 10:00 A.M. New York City time, on November 30, 2006,
which date and
time may be postponed by agreement between you and the Company
(such time and
date of payment and delivery being herein called the "Closing
Date"). Payment
shall be made to the Company, in immediately available federal
funds wired to
such bank as may be designated by the Company, against delivery of
the Offered
Certificates or with respect to payments to be made by Barclays, at
the
Company's option, by appropriate notation of an intercompany
transfer between
affiliates of Barclays Bank PLC. The Offered Certificates shall be
in such
denominations and registered in such names as you may request in
writing at
least two business days before the Closing Date. The Offered
Certificates will
be made available for examination and packaging by you not later
than 10:00 A.M.
on the last business day prior to the Closing Date.
Section 4. Covenants of The Company. The Company covenants with
the
Underwriter as follows:
(a) The Company will give the Underwriter notice of its intention
to
prepare, use, authorize, approve, refer to or file any Issuer Free
Writing
Prospectus or to file or prepare any amendment to the Registration
Statement or
any amendment or supplement to the Prospectus (including any
revised prospectus
which the Company proposes for use by the Underwriter in connection
with the
offering of the Offered Certificates which differs from the
prospectus on file
at the Commission at the time the Registration Statement becomes
effective,
whether or not such revised prospectus is required to be filed
pursuant to Rule
424(b) of the 1933 Act Regulations), will furnish the Underwriter
with copies of
any such Issuer Free Writing Prospectus, amendment or supplement a
reasonable
amount of time prior to such proposed filing or use, as the case
may be, and
will not prepare, use, authorize, approve, refer to or file any
Issuer Free
Writing Prospectus or file any such amendment or supplement or use
any such
prospectus to which you shall reasonably object.
(b)
The Company will cause the Prospectus to be transmitted to the
Commission for filing pursuant to Rule 424(b)(5) under the 1933 Act
by means
reasonably calculated to result in filing with the Commission
pursuant to said
rule. Subject to Section 7, the Company will cause each Issuer Free
Writing
Prospectus to be transmitted for filing pursuant to Rule 433(d)
under the 1933
Act by means reasonably calculated to result in filing with the
Commission
pursuant to said rule.
(c) The Company will furnish to the Underwriter, from time to
time
during the period when the Prospectus is required to be delivered
under the 1933
Act or the Securities Exchange Act of 1934 (the "1934 Act"), such
number of
copies of the Prospectus and each Free Writing Prospectus (as
amended or
supplemented) as the Underwriter may reasonably request for the
purposes
contemplated by the 1933 Act or the 1934 Act or the respective
applicable rules
and regulations of the Commission thereunder.
(d) If during the period after the first date of the public
offering
of the Offered Certificates in which a prospectus relating to the
Offered
Certificates is required to be delivered under the 1933 Act, any
event shall
occur as a result of which it is necessary, in the opinion of
counsel for you,
to amend or supplement the Prospectus in order to make the
Prospectus not
misleading in the light of the circumstances existing at the time
it is
delivered to an investor in the Offered Certificates, the Company
will forthwith
amend or supplement the Prospectus (in form and substance
satisfactory to
counsel for you) so that, as so amended or supplemented, the
Prospectus will not
include an untrue statement of a material fact or omit to state a
material fact
necessary in order to make the statements therein, in the light of
the
circumstances existing at the time it is delivered to a purchaser,
not
misleading, and the Company will furnish to the Underwriter a
reasonable number
of copies of such amendment or supplement.
(e) The Company will endeavor to arrange for the qualification
of
the Offered Certificates for sale under the applicable securities
laws of such
states and other jurisdictions of the United States as the
Underwriter may
designate; provided, however, that the Company shall not be
obligated to qualify
as a foreign corporation in any jurisdiction in which it is not so
qualified. In
each jurisdiction in which the Offered Certificates have been so
qualified, the
Company will file such statements and reports as may be required by
the laws of
such jurisdiction to continue such qualification in effect for a
period of not
less than one year from the effective date of the Registration
Statement.
(f) If the transactions contemplated by this Agreement are
consummated, the Company will pay or cause to be paid all expenses
incident to
the performance of the obligations of the Company under this
Agreement, and will
reimburse the Underwriter for any reasonable expenses (including
reasonable fees
and disbursements of counsel) reasonably incurred by it in
connection with
qualification of the Offered Certificates for sale and
determination of their
eligibility for investment under the laws of such jurisdictions as
the
Underwriter has reasonably requested and the printing of memoranda
relating
thereto, for any fees charged by investment rating agencies for the
rating of
the Offered Certificates, and for expenses incurred by each of them
in
distributing the Prospectus (including any amendments and
supplements thereto)
to the Underwriter. Except as herein provided, the Underwriter
shall be
responsible for paying all costs and expenses incurred by it
including the fees
and disbursements of counsel, in connection with the purchase and
sale of the
Offered Certificates.
(g) If, during
the period after the Closing Date in which a
prospectus relating to the Offered Certificates is required to be
delivered
under the 1933 Act, the Company receives notice that a stop order
suspending the
effectiveness of the Registration Statement or preventing the offer
and sale of
the Offered Certificates is in effect, the Company will immediately
advise the
Underwriter of the issuance of such stop order. The Company will
make every
reasonable effort to prevent the issuance of any stop order and, if
any stop
order is issued, to obtain the lifting thereof at the earliest
possible moment.
Section 5. Conditions of Underwriter's Obligations. The
Underwriter's obligation to purchase the Offered Certificates shall
be subject
to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration
Statement shall be in effect, and no proceedings for that purpose
shall be
pending or, to the Company's knowledge, threatened by the
Commission
